Scandinavian Tobacco Group A/S - Notice Convening the Annual
General Meeting
Company Announcement 14/2024
Copenhagen, 12 March 2024
NOTICE CONVENING THE ANNUAL GENERAL MEETING OF
SCANDINAVIAN TOBACCO GROUP A/S
In accordance with Article 7 of the Articles of Association,
notice is hereby given of the annual general meeting of
Scandinavian Tobacco Group A/S (the "Company") to be held on
Thursday 4 April 2024 at 4.30 pm. (CEST)at the
office of Kromann Reumert, Sundkrogsgade 5, 2100 Copenhagen Ø
Follow the general meeting via webcast
Instead of attending in person, our shareholders have the
opportunity to follow the general meeting via live webcast
transmission on the Investor Portal (available on the website
http://investor.st-group.com). The general meeting and the webcast
will commence on 4 April 2024 at 4.30 pm. (CEST). Please note that
it is not possible to participate actively in the general meeting,
i.e. ask questions or vote, if you follow the general meeting via
webcast.
AgendaIn accordance with Article 8.2 of the
Articles of Association, the agenda of the meeting is as
follows:
1. Report of the Board of Directors on
the Company’s activities during the past financial
year
2. Adoption of the audited annual
reportThe audited annual report is available on
www.st-group.com.
3. Appropriation of profit as recorded
in the adopted annual report
The Board of Directors proposes to the general meeting that the
Company pays for the financial year 2023 a dividend of DKK 8.40 per
share of DKK 1.
4. Presentation of the Company’s
remuneration report for an advisory vote
The remuneration report is available on www.st-group.com.
5. Adoption of the remuneration of the
Board of Directors and Board committees
The Board of Directors proposes that the remuneration of the
Board of Directors for the financial year 2024 be as follows:
To align with general market practice, the Board of Directors
proposes that the fee to the chair of the Remuneration Committee
and Nomination Committee, respectively, is increased from 25
percent to 50 percent of the base annual fee, and that the fee to
the other members of the Remuneration Committee and Nomination
Committee, respectively, is increased from 12.5 percent to 25
percent of the base annual fee. Other than these proposed changes,
the proposed fees are unchanged from 2023.
Consequently, the Board of Directors proposes the following
remuneration of the Board of Directors:
- Ordinary members of the Board of
Directors shall be paid a base annual fee of DKK 440,000
- The chairman of the Board of
Directors shall receive three times the base annual fee
- The vice-chairman of the Board of
Directors shall receive two times the base annual fee
- The chair of the Audit Committee
shall receive a fee corresponding to 75 percent of the base annual
fee
- Other members of the Audit Committee
shall receive a fee corresponding to 37.5 percent of the base
annual fee
- The chair of each of the
Remuneration Committee and Nomination Committee shall receive a fee
corresponding to 50 percent of the base annual fee
- Other members of the Remuneration
Committee and Nomination Committee, respectively, shall receive a
fee corresponding to 25 percent of the base annual feeThe fees for
the chair and members of the committees are in addition to their
fee as chairman, vice-chairman or member of the Board of Directors.
In addition to the above, the Company may, in accordance with the
Company’s Remuneration Policy, also pay social contributions and
similar fees that may be charged by foreign authorities in relation
to the fees paid to members of the Board of Directors. Further, the
Company may pay travel expenses and other expenses related to the
work as a member of the Board of Directors.
Subject to his re-election, Henrik Amsinck (the Board member
with special IT competences) shall receive separate supplementary
remuneration corresponding to 25 percent of the base annual fee for
a specific ad hoc task in relation to the Company’s project
“OneProcess” (global roll out of ERP SAP S/4HANA).
6. Any
proposals by the Board of Directors and/or
shareholders The
Board of Directors has not received any proposals from the
shareholders.
6A.
Reduction of the Company’s share capital
The
Board of Directors proposes that the Company’s share capital is
reduced.
On
10 November 2023, the Company announced a share buy-back programme
with the purpose to adjust the Company’s capital structure and meet
obligations relating to the group’s share-based incentive
programme. The programme will end no later than 28 February
2025.
Some
of the treasury shares acquired are proposed to be cancelled
resulting in the share capital being reduced by treasury shares of
a nominal value of DKK 1,000,000 allocated to nominally DKK
1,000,000 own shares with a nominal value of DKK 1 each. After the
reduction, the nominal value of the Company’s share capital will be
DKK 86,000,000.
Pursuant
to section 188 of the Danish Companies Act, notice is hereby given
that the purpose of the capital reduction is to cancel part of the
Company’s portfolio of treasury shares. According to the practice
of the Danish Business Authority, this is comparable to a capital
reduction for distribution to shareholders, see section 188(1)(2)
of the Danish Companies Act. The Company has repurchased the
treasury shares that are proposed to be cancelled for the total sum
of DKK 118,846,043. This means that in addition to the nominal
capital reduction amount, a total of DKK 117,846,043 has been paid
out to the Company’s shareholders.
Prior
to the implementation of the capital reduction, the Company’s
creditors will be requested to file within a period of 4 weeks any
claims they may have against the Company. The request will be
published via the Danish Business Authority’s IT system. The
capital reduction will be implemented after expiry of the said
4-week deadline, unless the capital reduction cannot be implemented
at such time under the provisions of the Danish Companies Act.
Adoption
of the proposal implies the following amendment of Article 3.1 of
the Articles of Association taking effect upon completion of the
capital reduction:
“3.1 The
company's share capital is nominally DKK 86,000,000, divided into
shares of DKK 1 or any multiple thereof.”
6B.
Adoption of an amendment to the Articles of Association to amend
the Indemnification Scheme for members of the Board of Directors
and the Executive Management as adopted at the general meeting in
2023.
The
Board of Directors proposes that the general meeting adopts
amendments to Article 13.3 of the Company's Articles of Association
to include a time limit for the indemnification scheme and to
clarify that the maximum coverage included in an indemnification
agreement shall be within the maximum limit permitted under Danish
law. Adoption of the proposal implies that the wording of Article
13.3 in the Articles of Association will be amended and replaced by
the following wording (amendments marked in bold):
“13.3Any indemnification offered under the Indemnification
Scheme to any Indemnitee is subject to the company entering into an
indemnification agreement with the Indemnitee setting out the terms
and conditions, including a maximum coverage, of the
indemnification. The maximum coverage must be within the
maximum limit permitted under Danish law. The
Indemnification Scheme is, and any indemnification agreement shall
be made, exclusively for the benefit of the individual Indemnitee,
including his/her death estate and compulsory heirs, but no other
persons. Any such indemnification agreement shall terminate
and cease to have any further effect not later than on the 10th
anniversary of the Indemnitee ceasing to hold a position as member
of the board of directors or executive management of the
company.”
6C.
Approval of the Remuneration Policy
The
Remuneration Policy must be approved by the general meeting at
least once every four years. The Company’s current Remuneration
Policy was adopted at the annual general meeting held on 26 March
2020, and subsequently amended most recently at the annual general
meeting held on 13 April 2023.
The
proposed revised Remuneration Policy includes the following
amendments to the Company’s current Remuneration Policy: - a
possibility to deviate from the Remuneration Policy in
extraordinary circumstances (section 2.4, first paragraph)- a
mandate to amend KPI targets and calculated results under the
short-term incentive plan (section 4.4, sixth paragraph) and
long-term incentive plan (section 4.5, seventh
paragraph) -
value of PSUs granted to an executive at the time of the grant will
not exceed 150% (from currently 100%) of the annual base salary,
even assuming a maximum level of performance (section 4.5, third
paragraph)
-
gross misconduct as an additional basis for clawback of
remuneration (section 4.6, first paragraph)- increased the
share-holding requirements for other members of the Executive
Management than the CEO from 30% to 50% of base salary (section
4.7), and- a few clarifying sentences and minor editorial
amendments.If approved, the proposed revised Remuneration Policy
will apply to agreements on remuneration and incentive pay entered
into in the financial year 2024 and subsequent financial years.
The
full wording of the proposed revised Remuneration Policy is
attached as Annex 1 to this notice.
7. Election of members to the Board of
Directors
Pursuant to Article 11.1 of the Articles of Association, all
members of the Board of Directors elected by the general meeting
are elected for one year at a time.
Claus Gregersen has decided not to stand for re-election. The
Board of Directors proposes re-election of the following Board
members: Henrik Brandt (Chairman), Henrik Amsinck, Dianne Blixt,
Marlene Forsell and Anders Obel. The Board of Directors further
proposes election of Jörg Biebernick.
Information about the nominated candidates is enclosed and is
also available at the Company’s website (www.st-group.com).
8. Election of auditor(s)
Pursuant to Article 15.1 of the Articles of Association, the
auditor elected by the general meeting is up for election
annually.
The Board of Directors proposes, in accordance with the Audit
Committee’s recommendation, to re-elect PricewaterhouseCoopers
Statsautoriseret Revisionspartnerselskab. The Audit Committee has
not been influenced by any third party and no clause of a contract
entered into with a third party has been imposed upon it, which
restricts the general meeting’s choice of certain auditors or audit
firms.
The Board of Directors further proposes to elect
PricewaterhouseCoopers Statsautoriseret Revisionspartnerselskab to
provide a statement of assurance on the contents of the
sustainability reporting in the management’s statement in the
annual report for the financial year 2024.
VOTING REQUIREMENTS
Adoption of the proposals in items 6A and 6B on the agenda
requires adoption by at least 2/3 of both the votes cast and the
share capital represented at the general meeting. The other
proposals on the agenda may be adopted by a simple majority of
votes, see Article 10.2 of the Articles of
Association.REGISTRATION, ADMISSION AND PROXY
Registration dateIn accordance with Article 9.4
of the Articles of Association, a shareholder’s right to
participate in the general meeting and the number of votes, which
the shareholder is entitled to cast, is determined in accordance
with the number of shares held by such shareholder on 28 March 2024
at 11.59 pm. (CET) (the registration date). The shares held by each
shareholder are determined at the registration date on the basis of
the shareholdings registered in the share register and in
accordance with any notices on shareholding received, but not yet
registered, by the Company in the share register as of the
registration date. Deadline for notice of
attendanceA shareholder or its proxy wishing to attend the
general meeting in person must give notice thereof and order
admission cards on the Investor Portal at the Company’s website,
www.st-group.com, no later than 1 April 2024 11.59 pm. (CEST), or
by printing the admission card order form found on the Company’s
website, www.st-group.com, and submitting it to Computershare A/S,
Lottenborgvej 26D, 2800 Kongens Lyngby, email gf@computershare.dk,
so that it is received by Computershare A/S no later than 1 April
2024 11.59 pm. (CEST).Admission cardAdmission
cards will be issued electronically only. Thus, admission cards
will not be distributed by ordinary mail. Please register the email
address, to which the electronic admission card should be sent, on
the Investor Portal at the Company’s website, www.st-group.com,
when you request the admission card. Shareholders who have ordered
admission cards for the general meeting have the following
options:
- print the admission card and bring it to the general meeting,
or
- bring the admission card on a smartphone or tablet, or
- collect the admission card at the general meeting upon
presentation of proper ID.
Proxy and postal votesYou may appoint a proxy
to cast the votes carried by your shares. The proxy must be
received by Computershare A/S no later than 1 April 2024 at 11.59
pm. (CEST). The proxy can be submitted electronically via the
Investor Portal on the Company’s website, www.st-group.com, or by
printing the proxy form at the Company’s website, www.st-group.com,
and submitting it, duly signed and dated, to Computershare A/S,
Lottenborgvej 26D, 2800 Kongens Lyngby, email
gf@computershare.dk.
Shareholders may also vote by post. Vote by post must be
received by Computershare A/S no later than 3 April 2024 at 11.59
pm. (CEST). Vote by post can be submitted electronically on the
Investor Portal on the Company’s website, www.st-group.com.
Alternatively, shareholders can submit the printed, signed and
dated postal vote form found at the website to Computershare A/S,
Lottenborgvej 26D, 2800 Kongens Lyngby, email gf@computershare.dk.
Once a vote by post has been received, the vote cannot be revoked
by the shareholder.
LANGUAGE
In accordance with Article 9.7 of the Articles of Association
the general meeting will be conducted in English. Shareholders
present at the meeting may choose to speak in Danish or
English.SHARE CAPITAL AND VOTING RIGHTS
The Company’s share capital is nominally DKK 87,000,000, divided
into 87,000,000 shares of DKK 1 each. Article 9.1 of the Articles
of Association stipulates that each share of nominally DKK 1 shall
carry one vote at the general meeting.
AGENDA ETC.
The complete, unabridged text of the documents to be submitted
to the general meeting, including the total number of shares and
voting rights as at the date of the notice, the agenda with the
full text of all proposals to be submitted to the general meeting,
the forms to be used for voting by proxy and by post, as well as
the audited annual report (which includes the sustainability
reporting) and the remuneration report are available at the
Company’s website, www.st-group.com.RIGHT TO
INQUIRE
According to Article 9.6 of the Articles of Association, the
shareholders have the right to ask questions in writing to the
Company’s management about matters of significance to the
assessment of the annual report and the general position of the
Company or the assessment of any matter to be resolved at the
general meeting. Shareholders may also ask questions to the
management of the Company at the general meeting.
PERSONAL DATA
In connection with the general meeting, the Company collects,
processes and retains certain personal data. In this respect
reference is made to the Company’s Privacy Policy and Cookie
Policy, which are available on the Company’s website
(www.st-group.com).
Scandinavian Tobacco Group A/SThe Board of
Directors
For further information, please contact:Torben
Sand, Head of Investor Relations and Communicationphone: +45 5084
7222 or torben.sand@st-group.com
CANDIDATES FOR THE BOARD OF DIRECTORS
Henrik Brandt (Chairman)IndependentBorn in
1955Nationality: DanishJoined the board in 2017 and was elected
Vice-Chairman. Was elected Chairman in 2022. Chairman of the
Nomination and Remuneration Committees.Educational
background:
- MBA from Stanford University
- Master of Science in Economy, Copenhagen Business School
Competencies:
- Extensive executive and non-executive experience in leading
international, publicly listed and private equity businesses
- Sales and marketing of fast-moving consumer goods
- Strategic business development
Selected former positions:
- President and CEO Royal Unibrew A/S 2008-2017
- President and CEO of Unomedical A/S 2003-2008
- President and CEO of Sophus Berendsen A/S (now Berendsen A/S)
1999-2002
- CEO of House of Prince A/S (1990-1999) and Group Executive of
Skandinavisk Tobakskompagni A/S 1992-1999
- President and CEO of Fritz Hansen A/S 1989-1992
- President and CEO of Kevi A/S 1987-1989
Directorships and other offices:
- Chairman of the board of Toms Gruppen A/S, Fritz Hansen A/S,
Intervare A/S (and its subsidiary nemlig.com A/S) and Gerda &
Victor B. Strand Holding A/S
- Member of the board of Gerda & Victor B. Strands Fond/Toms
Gruppens Fond and Ferd Holding AS
Henrik AmsinckIndependentBorn in
1961Nationality: DanishJoined the Board in 2021.Educational
background:
- Master of Science in Business Economics, Aarhus University
Competencies:
- Executive experience from contributing to the running of large,
international and global corporations
- Extensive experience with strategy development, change and
program management
- Considerable insight into digital transformation, global IT
management and cyber security & compliance
- Experience with retail and online business
Selected former positions:
- CIO and Corporate Management Member in the LEGO Group,
2007-2021
- CIO and board member, TDC Totalløsninger A/S & TDC A/S,
2005-2007
- Finance and IT Director, Management Board Member, AAK A/S,
2004-2005
- CIO, Aarhus Oliefabrik A/S, 1999-2004
Directorships and other offices:
- Member of the board of DSB (Member of the Audit Committee),
Eltronic A/S, and Falck Digital Technology Poland Sp. z.o.o.
- CEO and board member of Falck Digital Technology Denmark
A/S
- CIO of Falck Danmark A/S
Jörg BiebernickIndependentBorn in
1968Nationality: GermanNew candidate for the Board of
DirectorsEducational background:
- Advanced Management Program, Columbia Business School
- Diplom Kaufmann, Koblenz School of Corporate Management
Competencies:
- Extensive executive experience in leading international and
publicly listed businesses
- Sales and marketing of fast-moving consumer goods
- Strategic business development
Selected former positions:
- Various positions within Imperial Brands plc, including
President Europe (2020-2022), Interim CEO (2020), Chairman of the
Board of Reemtsma Sigarettenfabriken GmbH (2021-2022)
2017-2022
- President Latin America, Kimberley-Clark Corporation
2014-2017
- Vice President Consumer Goods Category, SCA 2012-2013
- Division Vice President & General Manager EMEA, Georgia
Pacific LLC 2007-2012
- Various positions in marketing and innovation, Procter &
Gamble 1992-2006
Directorships and other offices:
- CEO of Paulaner Brauerei Gruppe GmbH & Co. KGaA
Dianne BlixtIndependentBorn in 1959Nationality:
AmericanJoined the board in 2016. Member of the Audit, Nomination
and Remuneration Committees.Educational
background:
- Master’s degree in Business Administration and Finance,
University of North Carolina at Greensboro
Competencies:
- Significant experience in business analysis
- Financial management and reporting expertise
- Considerable insight into the US tobacco industry
Selected former positions:
- Member of the board of directors of Lorillard, Inc.
2011-2015
- Executive Vice President and Chief Financial Officer of
Reynolds American, Inc., 2004-2007
- Various positions in Reynolds American and its subsidiaries
1988-2003
- Executive Vice President and Chief Financial Officer of R. J.
Reynolds Tobacco Holdings, Inc. 2003-2004
Directorships and other offices:
- Member of the board of Ameriprise Financial Services, Inc.
(Chairperson of the Compensation Committee, Member of the Audit and
Risk Committee and Member of the Executive Committee), Triad
Business Bank (Member of the Operating Risk Committee and Member of
the Audit Committe), and Winston-Salem Police Foundation
(Treasurer)
Marlene ForsellIndependentBorn in
1976Nationality: SwedishJoined the board in 2019. Chairman of the
Audit Committee.Educational background:
- Master of Science in Business Administration and Economics,
Stockholm School of Economics
Competencies:
- Extensive experience with and insight into financial
matters
- Enterprise performance management
- Reporting processes in listed companies
- Considerable insight into the tobacco industry
Selected former positions:
- Senior Vice President and CFO of Swedish Match AB
2013-2018
- Member of the board of Scandinavian Tobacco Group A/S
2014-2017
- Various positions in the Swedish Match group, including Vice
President Group Reporting and Vice President Business Control
2004-2013
- Analyst Ernst & Young 2001-2004
Directorships and other offices:
- Member of the board of Kambi Group plc (Chairman of the Audit
Committee), Lime Technologies AB (Chairman of the Audit Committee),
Nobia AB (Chairman of the Audit Committee), InDex Pharmaceuticals
Holding AB (not for re-election at 2024 AGM), AddSecure AB
(Chairman of the Audit Committee), and Viedoc Technologies AB
Anders ObelIndependentBorn in 1960Nationality:
DanishJoined the Board in 2018. Member of the Audit
Committee.Educational background:
- Bachelor of Science in Economics and Business Administration,
Copenhagen Business School
Competencies:
- Extensive experience in management of industrial and investment
companies
- Strategic business development
- Economic and financial expertise
Selected former positions:
- Member of the board of directors of Forenet Kredit f.m.b.a.,
Nykredit Holding A/S and Nykredit Realkredit 2009-2017
- Member of the board of directors of Scandinavian Tobacco Group
A/S 2010-2016
- Vice President at Gemini Consulting/Cap Gemini 1996-2002
- Various positions, including Manager, at Hambros Bank Plc.,
1985-1996
Directorships and other offices:
- Chairman of the board of C.W. Obel Bolig A/S, C.W. Obel
Ejendomme A/S, Obel-LFI Ejendomme A/S, Semco Maritime A/S, Semco
Maritime Holding A/S, Goodvalley A/S (Member of the Audit Committee
and the Nomination Committee, and Chairman of the Remuneration
Committee), Woodmancott Fonden and Haxholm v/Anders Christen
Obel
- Vice Chairman of the board of Fritz Hansen A/S and Skandinavisk
Holding A/S
- Member of the board of STG’s Gavefond, Minkpapir A/S, Palcut
A/S, C.W. Obels Fond, Danmark-Amerika Fondet (Danmarks amerikanske
selskab), Fonden Det Obelske Jubilæumskollegium, Mullerupgaard- og
Gl. Estrupfonden, Høvdingsgaard Fonden, Skjørringefonden,
Aktieselskabet Dampskibsselskabet Orient’s Fond, Kilsmark A/S,
Rexholm A/S, A/S Motortramp, Skovselskabet af 13. December 2017 A/S
and Ejendomsselskabet Amaliegade 49 A/S
- CEO of C.W. Obel A/S, Anders Christen Obel ApS and Det Obelske
Familiefond
- Scandinavian Tobacco Group, Notice calling AGM 2024
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